<PAGE>
As filed with the Securities and Exchange Commission on September 22, 2000
Registration No.33-94736
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
______________________
INTERNEURON PHARMACEUTICALS, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
______________________
Delaware 04-3047911
(State or other jurisdiction of Incorporation) (I.R.S. Employer I.D. number)
______________________
99 Hayden Avenue
Lexington, MA 02421
(781) 861-8444
(Address and telephone number of Registrant's principal executive offices)
______________________
1995 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
(Full Title of Plan)
______________________
Glenn L. Cooper, M.D., President and Chief Executive Officer
99 Hayden Avenue
Lexington, MA 02421
(781) 861-8444
(Address and telephone number of agent for service)
______________________
COPY TO:
Josef B. Volman, Esq.
Burns & Levinson LLP
125 Summer Street
Boston, MA 02110-1624
(617) 345-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered Maximum Maximum Registration Fee
Offering Price Aggregate Offering
Price
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<S> <C> <C> <C> <C>
Common Stock, 250,000 (1) $2.41 (2) $361,500 $95.44 (3)
$.001 Par Value
Per Share
-----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 100,000 shares which were covered under the Registration Statement
originally filed on July 19, 1995. Pursuant to Rule 416 promulgated under the
Securities Act an additional undeterminable number of shares of Common Stock is
being registered to cover any adjustment in the number of shares of Common Stock
pursuant to the anti-dilution provisions of the 1995 Employee Stock Purchase
Plan.
(2) Based on the average of the high and low sales price of the Common Stock as
of September 19, 2000 and estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(a) under the Securities Act. In addition,
pursuant to Rule 416(c) under the Securities Act, this Registration Statement
also covers an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
(3) The Registrant previously paid a filing fee of $319 with respect to the
100,000 shares previously registered. For purposes of calculating the
registration fee, the maximum offering price per share has been estimated at
$2.41 with respect to 150,000 shares of common stock to be registered at prices
computed on the basis of fluctuating market prices pursuant to Rule 457(c) under
the Securities Act.
__________________
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PART I
EXPLANATORY NOTE
A total of 100,000 shares of the Common Stock, $.001 par value per share,
of Interneuron Pharmaceuticals, Inc. (the "Company") were registered by a
Registration Statement on Form S-8, Registration No. 33-94736, on July 19, 1995
to be issued in connection with the Company's 1995 Employee Stock Purchase Plan,
as amended (the "1995 Plan"). On December 2, 1999, the Board of Directors of the
Company authorized, subject to shareholder approval, the amendment of the 1995
Plan for the sole purpose of increasing the number of shares reserved for
issuance thereunder from 100,000 shares to 250,000 shares. The Stockholders of
the Company approved this amendment on March 8, 2000. The purpose of this
Post-Effective Amendment No. 1 to the Registration Statement is to increase the
number of shares subject to the 1995 Plan from 100,000 shares to 250,000 shares.
Pursuant to Instruction E to Form S-8 regarding the registration of
additional securities of the same class under an employee benefit plan for which
a registration filed on Form S-8 is effective, all items have been omitted
herefrom other than the facing page; statements that the consents of the earlier
registration statements pertaining to the 1995 Plan are incorporated by
reference; required opinions and consents; the signature page; and information
required in this Registration Statement that was not in earlier registration
statements.
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PART II
Information Required in Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Commission (File No.
0-18728) pursuant to the Exchange Act are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended September
30, 1999, including any documents or portions thereof incorporated by reference
therein and all amendments thereto;
(2) The Company's definitive proxy statement dated January 28, 2000, except the
Compensation Committee Report on executive compensation and the performance
graph included in the proxy statement, filed pursuant to Section 14 of the
Exchange Act;
(3) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended
December 31, 1999, March 31, 2000 and June 30, 2000;
(4) The Company's Registration Statement on Form 8-A declared effective on March
8, 1990, as amended, registering the Common Stock under the Exchange Act;
(5) The Company's Registration Statement on Form S-8 dated July 19, 1995
(Registration No.33-94736) and all consents and opinions with respect thereto;
and
(6) All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the termination of this offering, except the Compensation Committee
Report on Executive Compensation and the performance graph included in the Proxy
Statement filed pursuant to Section 14 of the Exchange Act. Any statement
contained in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as modified or superseded, to
constitute a part of this Registration Statement.
Item 8. Exhibits
4.8 1995 Employee Stock Purchase Plan, as Amended (1)
5.1 Opinion of Burns & Levinson LLP as to legality- Included on II-4
23.1 Consent PricewaterhouseCoopers LLP- Included on II-3
23.2 Consent Burns & Levinson LLP - Included in Exhibit 5.1
23.3 Power of Attorney (included on signature page of this Registration
Statement)
______________________
(1) Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lexington, County of
Middlesex on the 22nd day of September, 2000.
INTERNEURON PHARMACEUTICALS, INC.
/s/ GLENN L. COOPER, M.D.
-------------------------------------
By: Glenn L. Cooper, M.D.
President, Chairman of the Board of Directors
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints, Glenn L. Cooper, M.D., with full power to act
alone, his true and lawful attorney-in-fact, with the power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
/s/ GLENN L. COOPER President, Chairman of the September 22, 2000
----------------------------
Glenn L. Cooper, M.D. Board of Directors and Chief
Executive Officer
____________________________ Director September __, 2000
Lindsay Rosenwald, M.D.
/s/ HARRY J. GRAY Director September 22, 2000
----------------------------
Harry J. Gray
/s/ ALEXANDER M. HAIG, JR. Director September 22, 2000
----------------------------
Alexander M. Haig, Jr.
/s/ MALCOLM MORVILLE, M.D. Director September 22, 2000
----------------------------
Malcolm Morville, Ph.D.
/s/ LEE J. SCHROEDER Director September 22, 2000
----------------------------
Lee J. Schroeder
/s/ DAVID B. SHARROCK Director September 22, 2000
----------------------------
David B. Sharrock
/s/ MICHAEL W. ROGERS Executive Vice President September 22, 2000
----------------------------
Michael W. Rogers Treasurer and Chief Financial
Officer
(Principal Financial Officer)
/s/ DALE RITTER Senior Vice President, Finance September 22, 2000
----------------------------
Dale Ritter (Principal Accounting Officer)
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Exhibit Index
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4.8 1995 Employee Stock Purchase Plan, as Amended (1)
5.1 Opinion of Burns & Levinson LLP as to legality - Included on II-4
23.1 Consent of PricewaterhouseCoopers LLP - Included on II-3
23.4 Consent of Burns & Levinson LLP - Included in Exhibit 5.1
24.1 Power of Attorney (included on signature page of this Registration
Statement)
_______________________
(1) Previously filed.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Interneuron Pharmaceuticals, Inc. of our report dated
December 1, 1999, except as to Note N which is as of December 23, 1999, relating
to the consolidated financial statements, which appears in Interneuron
Pharmaceuticals, Inc.'s Annual Report on Form 10-K for the year ended September
30, 1999.
/s/ PricewaterhouseCoopers LLP
-------------------------------
PricewaterhouseCoopers LLP
Boston, Massachusetts
September 22, 2000
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